Lessons
by XxTalented-x-CheesexX
Summary: Spencer is nursing a broken heart again. Sam decides to teach him how to play it fast and loose, how to keep himself from getting hurt, and ends up learning a few lessons herself along the way. Spencer/Sam. SPAM
1. Chapter 1

Hey guys, this is my first fanfic and a while, be nice... I'm just trying to get myself back into the habit of writing again. I hope you like it :)

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><p><span>Chapter One.<span>

Sam let herself into the Shay's apartment, as she was used to doing. She never knocked, she never announced her presence, she just wandered in, and hollered a greeting grunt to whoever she found inside. Spencer, tired of having to replace the severed lock on the door every other week, left it open for her, anticipating such occasions. Carly's absence from the apartment had not dulled the frequency of Sam's visits, and he was glad. With his little sister all grown up and at university, he was glad of the company.

But tonight, he really wished he'd locked the door, put the latch on, and possibly barricaded it to keep her out.

"You didn't answer my calls." She accused, marching around the couch to glare at him.

He didn't look up, only noting this action because he heard the clacking of her heels approaching him, as they stepped into his downward eye line.

He mumbled a weak excuse, and a half-hearted apology, knowing before he spoke that it wouldn't be enough to curb her questions.

She tapped one foot impatiently, the heavy patent black heel earning repetitive groans from the hard wood floor, and he wondered momentarily how girls managed to cover any distance with such ridiculous attire strapped to their feet.

"Spencer you can smell the self-pity down the hall…" she said, making no attempts to sugar coat her words. "You look a mess."

He glanced up to defend himself, and found that he couldn't. She was clad in a deep indigo body con dress, her dusty blonde curls pinned up on one side, and left to tumble freely over the other shoulder. He looked practically homeless in comparison in his paint spattered shirt, and holey jeans.

He sighed instead. A hollow, effort ridden sound.

"Why are you all dressed up?" he asked, attempting to change the subject.

"What happened?" she pushed, ignoring him and settling into the empty seat next to him.

Spencer shook his head, no he didn't want to talk about it, and returned his attention to 'Celebrities underwater'.

Sam snatched the remote control and shut off the television, slamming the remote down on the arm of the couch with a thud to emphasize her annoyance. She was impatient, and couldn't stand being ignored. He'd sent her calls to voicemail, and turned a blind eye to her texts. She wanted answers.

Spencer inhaled deeply, knowing he wasn't getting out of this one with his male pride intact.

"Katherine finished with me." He said quietly. "She had no intention of leaving her husband. She was just stringing me along."

He met her eyes, expecting the inevitable 'I-told-you-so'. Because she had, multiple times, at varying volumes. But he hadn't been willing to take Katherine, the sweet funny alluring cocktail waitress, trapped in a loveless marriage, at anything less than face value. And he'd willingly catered to her every whim for the last two months, waiting patiently for her to follow through on her promise to end her marriage. But there were no forthcoming 'I-told-you-so's'. Sam's kohl rimmed eyes held nothing but concern, as she took his hand in hers, and let him rest his head on her shoulder.

"I feel so stupid." He breathed.

"You're not stupid Spencer…" She said, the sentence sounding as though it was heading for a 'but'. "You're just a little… naïve."

Spencer raised his head, and cocked a quizzical eyebrow at the twenty one year old girl, eleven years his junior, questioning his emotional maturity.

"Naïve?" he repeated.

"Not in a bad way." She rushed. "You're just… You're very trusting. You fall so hard so fast. You give your heart away to girls who, on the most part don't deserve it."

Spencer looked down at his lap. This was the third time in six months he'd found himself nursing a broken heart. The third time 'the one' had turned out to be 'just another one'. And the third time she'd been there to watch back to back 'Celebrities underwater' with him, until he remembered how to smile again.

"I don't like seeing you get hurt, over and over."

Spencer felt his jaw clench, and his posture stiffened defensively.

"Yeah well it's hardly a barrel of laughs for me either." He snapped.

"So stop doing it." She said simply.

Spencer looked at her. Her face was still awash with concern, her eyes not narrowed with the expected indignation of being snapped at, her lips were still, not even biting back a retort.

His shoulders slumped, as he let himself un-bristle. She wasn't looking for an argument.

"'Easier said than done." He said quietly.

"You just don't do it." Sam sighed, and he noted her impatience, but she squeezed his hand anyway. "You play it breezy. You don't get involved. You don't spend three and a half hours lugging her damn piano down twenty flights of stairs, until she gives you reason to trust her."

Spencer winced at her mention of the piano, and rubbed his left shoulder tenderly at the memory. He didn't think he'd ever be able to look at one in the same way again.

"I don't like playing games Sam."

"It's not playing games." She promised. "It's keeping your cards close to your chest… It's a way to not feel like this again."

He obviously wasn't looking impressed with her advice, or convinced in her methods because she clipped his arm slightly harder than most girls were capable of, and slapped her other hand to her chest in gesture.

"Have you ever seen me crying over a guy?" she demanded.

Spencer shook his head.

"Well then…" she ended triumphantly.

He half smiled; amused at her confidence, and her downright refusal to admit defeat.

"It's just not me." He stated, hoping to end the matter, and earn the TV remote back.

"It will be." Sam muttered, looking thoughtful.

Thoughtful was a nice way of describing 'scheming'. Her face lit up, and a slow smile emerged. It was the expression that usually preceded some diabolic plan or another, and often accompanied violence. Spencer flinched slightly, not knowing which was worse, and shakily questioned her.

"Huh?"

Sam stood up from the couch, looking animated and clacked her way to the door.

"Lesson's begin tomorrow." She called over her shoulder. "Sam Puckett's guide to guarding your heart. But tonight… tonight we're going out my friend. Mama's gonna get you so wasted that you forget Katherine's name."

Spencer groaned and tried to protest, but she berated him, retorting that her shoes hurt like hell, and alcohol was the best pain relief known to man. And if he didn't get off his ass and out the door in the next twenty seconds, she'd beat him with them until blood was drawn.

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><p>The next morning Spencer woke up with a sneaking suspicion that Sam had followed through on her violent threat. He opened his eyes tentatively, and quickly squeezed them shut again. Pain. Sunlight bad. He clumsily checked his head for heel shaped dents and found none.<p>

From the awful taste is in his mouth he successfully deduced that vodka was the culprit, before violently throwing up into a nearby vase. With the churning of alcohol gone, his empty stomach was seized by an uneasy sensation. Dread perhaps? Sam's words from the night before repeated themselves too loudly in his throbbing head. 'Lessons begin tomorrow.'

He dragged his crumpled pillow over his face and moaned. What had he gotten himself into?


	2. Chapter 2

Thankyou for the reviews guys :)

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><p>Chapter Two.<p>

When Spencer's head finally stopped spinning enough for him to warily dismount the bed, and stumble out of his bedroom, it was well past midday. He found Sam sprawled out on the couch, engrossed in an episode of 'Girly Cow', already showered, dressed and inhaling a plate of turkey bacon, not a hangover in sight. Oh to be twenty one.

He gingerly took a seat next to her, trying his best to avoid the bacon fumes that persistently assaulted his sensitive nostrils.

"'Morning puke-y." Sam greeted through a greasy mouthful, grinning.

Spencer made a face, both at her comment and her table manners.

"You heard?"

Sam shook her head, hurriedly swallowing in anticipation for the next fistful.

"I saw!" she corrected. "Three times…once in my purse. You owe me a new one."

Spencer groaned, as sleeping fragmented moments from the previous night woke up and hazily danced around his head. Chicken dance. In the middle of a crowded club. On a table. Oh god.

"Did I at least out drink you?" he winced, remembering a specifically Sam-less dance routine.

"Not even close granddad." She smirked, placing the empty plate on the coffee table.

"Hey! Less of the granddad little Miss." He said, jokingly shoving her shoulder.

As he did. Something caught his eye. Black squiggles on his arm, curling their way from his wrist to his elbow. After a heart stopping three second inspection, Spencer concluded with relief that it was not a tattoo, just marker pen that he hoped wasn't permanent.

"Sam, whose phone number is this?" he asked.

Sam glanced up from the television screen.

"Hmmm? Ohhh. That would belong to the lovely Mindy." She supplied. "25 year old art graduate from San Francisco."

"Red dress?"

"That'd be the one. Not too bright though. How that girl managed to get a degree is beyond me. Which is why, I believe her to be the perfect test subject." Sam announced proudly, nudging him in the ribs with her elbow.

"I… don't think that's a good idea." Spencer said carefully, considering the best way to abort the mission Sam had taken it upon herself to forge.

She snapped her head to the side to glare at him, pulling her knees towards her and adopting a cross legged position on the couch, her whole body facing him.

"What? Why? Spencer she was hot! I liked her. She plied me with shots."

"Well… despite generosity with alcohol being the main thing I look for in a girlfriend," he quipped. "I just don't think I'm ready. This whole lessons in love thing? I'm not even almost over Katheri-"

He stopped dead, mid-sentence. His face dropped.

"Sam, did I drunk dial Katherine last night?"

"About eleven times." She confirmed with a barely concealed grin

Spencer buried his head in his hands, and let out a long muffled wail.

"_Kath-Kathrine!" He slurred into the cell phone. His voice, several decibels louder than necessary, caught in his throat as he stumbled to mount the curb outside the nightclub. _

"_Spencer its 3:30 in the morning!" the cell phone loud whispered back, in a velvety tone. "You HAVE to stop calling me. My husband's asleep!"_

"_Pssh! Husband… He-he can never love you like I can Kathy-cake. I can love you… like… A LOT."_

"_Spencer-"_

"_A LOT!" he yelled. "Moooooore than all the beavercoon's in the world. And all the rainbows… and candy corn. And SHOES! And-"_

_The line went dead. Spencer mashed his cell phone with his palm until he managed to hit redial. She answered before the first ring finished._

"_Did I ever tell you the ENCHANTING tale of the beavercoon?" he sang down the phone._

"_No. And I don't want to hear it." She said sternly, through gritted teeth. "I'm not interested. I don't want to be with you. I don't love you. Get it into your head, because I won't say it again. You're a washed up Law School drop-out, with no prospects, and the attention span of a goldfish. Delete my number, and don't contact me again."_

Spencer raised his head slowly, his ego severely dented. His stomach clenched, as though a small explosive had just taken out most of his digestive system. He felt the bile rise in his throat, and his eyes prickle, and was unsure whether he was about to throw up again, or burst into tears.

"I'll do it." He muttered through gritted teeth. "Hand me the phone."

"Whoa, slow down there Spence." Sam chided, placing a steadying hand on his shoulder. "We need to work out a script first."

Spencer looked at her curiously.

"A script? Sam I really don't think that's necessary." He smirked.

"Oh no?" Sam drawled "What are you planning on saying to her? Run it by me."

"Sam…"

"Humour me." She pushed, her tone firm.

Spencer sighed and kicked his feet up, resting them on the coffee table, and feigned deep contemplation, before blurting "Hey, red dress girl! Found your digits on my arm. Wanna hook up?"

"Oh dear god!"

"I'm joking!" he laughed "Jeeze… I dunno. Say it was nice meeting her? Ask her out on a date?"

Sam nodded slowly, thoughtfully; his answer obviously acceptable.

"Where are you planning on taking her?" she asked.

"Dinner and a movie?"

Sam raised her eyebrows.

"I'll let her pick the restaurant and the movie." He defended. "Oh! And afterwards I could take her to that new art exhibition on Denman Street."

Sam shook her head firmly.

"No."

"It's a really good exhibition." He promised. "I went last week."

"That's not the issue Spence." She side stepped carefully. "You're assuming that because you have something in common, you know her. You don't."

"That's not what I'm doing!" he protested.

"It is."

"Sam…"

"Save it until the fifth date. Minimum." She advised. "Now… dinner and a movie?"

Spencer slapped his palms on his knees in frustration, and looked at her incredulously.

"What's wrong with that?"

"Too much, too soon." She told him. "You don't want to come on to strong, and you don't want her to become accustomed to a manner that you can't maintain. It's a first date, start with lunch. You pick the venue."

"Alright." Spencer sighed, admitting defeat, just wanting to get it over with. "Is that everything?"

Sam nodded, and handed him the phone she had been safe guarding.

"Don't screw it up…"

Spencer stuck his tongue out at her, and accepted the phone, carefully transferring the number into the keypad, making a mental note as he did so to remove to Katherine from speed dial later. He exhaled tiredly, and waited with limited patience as the monotone ringing assured him that at least it wasn't a fake number. Here we go again…

"Hello?" she answered on the fourth ring.

"Hi… Mindy?" he asked cautiously.

"Yeah?"

"Hey, it's Spencer from last night."

He heard her giggle down the phone. A sunny, cheerful sound.

"Spencer! How are you feeling?" she laughed.

"I've… been better." He confided, relaxing slightly.

"Get on with it!" Sam whisper shouted, next to him tapping an imaginary watch on her slender wrist.

"I was wondering if you'd like to go out some time." He said tentatively, "With me?"

"Sure." Mindy agreed immediately, offering no thoughtful pause, no consideration. "When were you thinking?"

"Um… Lunch? Tomorrow? There's this great Sushi place on Whitworth Road."

"Yeah I know it." She supplied.

"I'll meet you there at 2?"

"Great!" she beamed. "I'll see you tomorrow!"

"See you tomorrow." He echoed, ending the call, feeling more than slightly proud of himself.

He looked to Sam for praise. Instead the petite blonde shook her head at him, an amused expression glistening in her blue eyes.

"What?" he asked defensively.

"Tomorrow?" she said incredulously. "Tomorrow Spencer?"

He nodded warily, not understanding her objection. She exhaled tiredly.

"I hope you're prepared for a late night Spence. Cos we have A LOT of work to do…"


	3. Chapter 3

Chapter three

It was 11.30 on Saturday morning. Spencer had been primped and preened, ridiculed and taunted to within an inch of his life, and all on 4 hours sleep. The vague sense of pride he had felt at securing the date with Mindy had all but evaporated, as Sam poked holes in everything, from his pick-up lines, to his choice of outfit.

"Uh-uh… that shirt won't cut it Mister." Sam mocked, commenting on his sixth costume change of the morning. Her voice was disapproving, and the phrase 'final straw' resonated in Spencer's head.

This was his best shirt. His special occasion's shirt. And he looked damn good in it!

"And why not, hmm?" He demanded, pulling the black button up shirt down over the waistband of his approved jeans, and looking at his reflection in the mirror. "Does it communicate hidden messages, only girls can hear? Does it just SCREAM 'not boyfriend material'?"

"Spencer." Sam said calmly. "There's a pudding stain on the back."

Spencer blinked, and then shifted in front of the mirror, trying to see the offending stain, but only succeeding in looking like a dog chasing his own tail. He gave up, when his fingers brushed the flaky brown patch. Gibby.

"Oh." He muttered weakly, tirade over.

Sam either not picking up on, or ignoring the bite in his tone, returned her attention to sorting through the pile of shirts she had assembled on his bed.

"Spence do you even own anything that's not splattered with paint or food?" she asked absent mindedly.

"Yes." He said confidently. "I also own various chargrilled items…"

Sam laughed, scrutinizing a dark blue shirt. Concluding that it was stainless and free of scorch marks, she tossed it at him.

"Try that one."

Spencer obediently undid the top three buttons of his current shirt, and then looked at Sam, waiting patiently for her to leave the room. She had made herself comfortable on his bed, amidst the explosion of clothes, lying on her front and propping up her chin on her fist.

"A little privacy?" he hinted.

"You're not bothering me." Sam assured him, making no attempt to move.

Spencer rolled his eyes, and nodded his head towards to the door in gesture.

"Out."

"I'm comfortable." She whined. "If I see anything I haven't seen before, I'll holler."

"Appreciated." He muttered, knowing that short of dragging her out by the ankles, she was pretty much a fixture until she decided to leave.

He hurriedly finished with the buttons, and turned, so that his back was to her. He self-consciously pulled the shirt off, before fumbling to put his arm in the right sleeve of the other.

"Spencer… when did you turn into hot shirtless guy?" Sam grinned from behind him.

He glanced up at the mirror and caught her reflection ogling him.

"I've umm… been working out for a few months." He admitted bashfully, pulling the blue shirt over his well-defined shoulders.

"Noticeably." She approved with a glazed expression. "Wait… a few months? Was this in aid of Katherine?"

He looked down, struggling with the new set of buttons. Nothing got past this girl.

"Her husband used to be a professional weight lifter." He confided quietly, the unspoken motives hanging heavy in the air, but communicating themselves nonetheless.

Of course he'd wanted to appeal to Katherine, but he'd also wanted to be able to hold his own, just in case it came down to a physical fight for her heart.

He realized with a sigh that he'd fixed the buttons lopsidedly, and had to pull them open and start again. He glanced at Sam, who was still unashamedly eye groping him, and tried to shake off the uncomfortable feeling that her gaze brought.

"Are you done perving on me?" he asked, trying to laugh.

She raised her eyebrows challengingly, but didn't dispute his question.

"Just about." She replied, her voice slightly tense with the same flat falling sarcasm that tinged his, but true to her nature she carried on talking anyway.

"I can't help it that I appreciate the male form…" she dug. "I like it like I like my chicken; lightly greased."

That one fell flatter than most. Spencer finally found himself fully dressed again, and exhaled a relieved breath. He straightened his shirt, and turned around to face her.

"How do I look?" he asked evasively, ignoring her joke completely.

"Dashing." She concluded after a scrutinizing inspection, not calling him on the clumsy side step. "We just need to do something with your hair."

That comment shook any awkwardness that lingered right out of him.

"What's wrong with my hair?"

"Nothing." She soothed, hopping off the bed. "It's just a little long on top. I'll trim it for you."

Sam darted out of the room, and the clanging of her rummaging through drawers in the kitchen echoed in her wake. The actuality of her words hit, and Spencer felt his blood run cold.

"TRIM? With SCISSORS?"

Sam reappeared in the doorway, a silver glint in her hand, and a sparkle in her eye.

"They are a commonly used implement for such a task. Well done."

Spencer dragged his hands through his hair protectively, and insistently shook his head, guessing by her face that he was doing a pretty good impression of Edvard Munch's 'scream' painting.

"No no no. NO Sam."

"C'mon Spence, don't be such a baby."

"I'm not being a baby! I'm just not letting YOU anywhere near me with a sharp pointy object."

"Don't you wanna look pretty?" she cooed, taking a challenging step towards him.

Spencer took two steps back, and found himself cowered against the wall.

"I always look pretty." He pouted, scoping for viable escape routes.

He found none. He stood up straight, and adopted a serious expression, deciding to play the 'rational adult' card.

"Sam seriously, put the scissors down. Somebodies going to get hurt."

"Yeah, poor little Mindy, when you show up for your date missing a chunk of that luscious brown hair." She threatened.

Spencer glowered. This was not happening.

"Samantha."

"Fine." She folded, relinquishing the scissors on the dresser with a slam. "At least let me style it for you. You look like one of those troll dolls."

Spencer hesitantly conceded to the compromise. It was a relatively new concept to Sam, and he knew that she had a hard time offering it. He comforted himself with the surety that the potential damage she could achieve with hair gel was minimal, and followed her into the living room, taking a less than confident seat on the couch.

Sam wandered behind him, and he smelled the distinct scent of hair gel warming in her hands. She leaned over the couch, and deftly began weaving her fingers through the back of his hair. Spencer closed his eyes. He loved having his hair played with. It was soothing, comforting, and a massive turn on under the right circumstances. All uneasiness dissipated, as her hands moved, and he sighed, his head pushing back slightly.

Her fingertips brushed at the hair at the nape of his neck, sending familiar tingles down his spine.

"That tickles…" he murmured, feeling the need to explain the sharp intake of breath.

"Sorry." She said quietly, the ghost of her voice whispering on his neck, just below his ear lobe.

Spencer involuntarily shuddered, only half glad when she relocated, moving fluidly around the couch, and kneeling in front of him, her expression one of concentration. Her hands found his hair again, fluffing at the top gently, and pulling at the sides. Her face was centimetres from his, and he could feel her breath on his cheek. He worked hard to keep his own face expressionless, and struggled to ignore the uncomfortable tightening sensation in his stomach.

She leant back to admire her work, before dabbing a glob of hair gel on his nose with a highly amused grin. Spencer blinked, ignoring his first instinct to dart his head forward and rub his nose against hers, in retaliation.

"'Hilarious, kiddo." He said instead, wiping at his nose, feeling the need to enforce the boundary verbally, with a term he'd found no use for in many years.

He thought he saw her grin falter as she stood up and busied herself with putting the hair gel back in its rightful place, while Spencer focused on the distraction of checking his hair in the mirror.

"Thanks Sam. It looks pretty good." He admitted.

"You're welcome." She said, drying her recently washed hands on her shirt. "You should be leaving soon, it's a fair drive."

He nodded, taking one last look in the mirror.

"Remember-" she started.

"Keep the conversation light and vague, ask lots of questions and answer as few as possible to remain mysterious, stay for an hour and a half max, and then wait two days before calling her." he reeled off, counting the summarized points she'd lectured on his fingers.

Sam raised her eyebrows, impressed.

"I was going to say, sit in the car for 10 minutes or so. If you get there before her, you'll look too eager."

He nodded.

"And don't forget to smile." She continued, gathering her jacket, and following him towards the door. "You'll knock her for six."

"I'll call you later." He promised. "Let you know how it went."

"You better." She said, gazing at him with a look that almost resembled pride. "Good luck…"

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><p>Please reviews guys. I'm really enjoying writing this story, and your opinions mean a lot to me :)<p> 


	4. Chapter 4

"How'd it go?!" Sam demanded, answering her phone before the first ring had finished announcing itself. Her voice was eager, and he could tell by the low rumble and jarring clink of glasses in the background that she was at work, probably balancing the phone between her shoulder and her ear while she poured a drink.

Spencer didn't like her working at the bar. 'Rodrigo's' drew in a rough crowd, and he worried about her. Sam had banned him from showing up during her shifts after the third time he'd almost got his teeth knocked out attempting to defend her honour.

"Sorry I didn't know you were working.. want me to call you back?" he offered, his jaw involuntarily clenching as he caught the gist of a lewd suggestion on her end.

"Nah its fine, I'm just about to leave. How-did-it-go?" she repeated impatiently, elongating the words of her question slowly to ensure they were heard.

"How'd what go?" Spencer asked innocently, enjoying the opportunity to wind her up, with no immediate violent repercussions.

Sam groaned down the phone, the volume of her voice raising.

"Spence stop dicking around. Its almost 1am I've been waiting on frickin' tenterhooks!"

Spencer glanced at his watch, not quite believing her timekeeping, and found she was right. 12.53 am.

"Wow.. sorry I kinda lost track of time." he apologized. "How are you getting home? Do you want me to pick you up?"

Sam was silent for a few moments. He could hear the whistle of wind, and the creak of the door heaving shut behind her as she made her way outside.

"I want you to put me out of my misery... Spill!"

"It went well... I had a good time." he confided cryptically

"A good time? Like you were a gentleman and gave her a kiss on the cheek good time? Or you spent the last seven hours fucking her brains out good time?"

"What do you take me for?" Spencer laughed.

A muffled voice in the background muttered something about definitely choosing the second option if she was offering, and Spencer's smile slipped.

"You got much more luck with your left hand buddy." Sam spat. "Keep walking."

Spencer was on his feet, in his jacket and clutching his car keys in seconds.

"Sam? Go back inside. I'll come pick you up."

"I'm fine!" she argued "I can look after myse-"

"I already left. I'll be there in ten."

He slammed the apartment door shut, and marched down the stairs into the lobby, too impatient to wait for the lift. He was in his car, and driving faster than he knew he should within 2 minutes of ending the call. It wasn't until he felt a water droplet trickle down his face from his wet hair that he realised it was raining, and turned on the windscreen wipers. He didn't slow down or relax his tight grip on the steering weel until he pulled up ourside Rodrigo's exactly 6 minutes later.

He found her sitting on the steps of the closed club, a bored expression adorning her face, shivering from the cold and soaked though. Thankfully she was alone, and there was no sign of any loitering drunks. He knew that Sam could handle herself, but he worried that sometimes she bit off more than she could chew. His mood still darkened evey time he thought back to what had happened a few months previously. She had decided to walk home from work alone at 1am, and was jumped by a man she had served earlier that evening. His only intention was to swipe her purse, and Sam had managed to put up a good fight before he did just that, but he always feared what could have happed if there had been a different motive to the attack. Afterwards, she had given him her word that she would call him if she was stuck for a ride.

Spencer beeped and Sam hurried to the car. She slammed the door behind her and shook her head like a dog, spraying rain water in every direction.

"Thanks for that..." Spencer said, mildly amused.

She shot him a dirty look, and he couldn't help laughing.

Her long curls were dragged down by the weight of the water, tendrils plastered to her face, mascara threatening to run. Her short jeans skirt was several shades darker than the denim and the grey t-shirt she was wearing was sodden and clinging to her tiny frame, now opaque enough to clearly see the little red lacy bra she wore underneath. He swallowed hard.

He shouldn't be noticing the colour of her bra, or noting how he preferred it to the glimpse of the black one he had seen that afternoon every time Mindy had leant forward. He should'nt be mentally comparing her petite form to the one he had held in arms just hours before in a chaste end of date kiss.

He berated himself, and averted his eyes, as he began the drive to Sam's tiny apartment. He was obviously just relieved that Sam was safe, and the haze of sleep derpivation had morphed it into something else for a few seconds. That was it. That was definately it.

He was unceremoniously dragged from his thoughts when Sam punched him non too gently in the arm. He jumped, slightly startled, and shot her a hurt look.

"Oww!"

"Then stop ignoring me doofus!" she whined. "I just asked you _3 times_ to enlighten me about this afternoons events."

He rubbed his tender arm with his spare hand, and mumbled an apology.

"Sorry, I must have zoned out.."

"Did you bang her?" She queried, bouncing in her car seat like an overexited toddler.

"Samantha!"

"Did you?"

"Sam, I-"

"Yes or no Spence!"

He exhaled a weary sigh, and shot her a dissaproving glance. He wasn't one to kiss and tell, but Sam wouldn't take no for an answer. He had learned from experience that when she wanted to know something, she wouldn't pause for breath until every detail had been divulged. The girl knew enough about him to blackmail him for every penny if she was so inclined. Luckily for Spencer, he knew that anything he shared would never be repeated to another soul. Unless someone decided to bribe her with bacon, he figured he was safe.

"No." He admitted. "There was no 'banging'"

"Oh..." Sam said, sounding slightly dissapointed.

Then she smacked him in the arm again, in the same spot he could already feel a bruise blossoming.

"Owww!" He yelped again. "Sam I'm driving!"

"If you haven't spent half the day tangled up in flailing limbs, and sweaty sheets, why haven't you picked up the phone?"

Spencer burst out laughing.

"'Flailing limbs, and sweaty sheets'? Have you been reading 50 shades of gray again?"

"I will continue to punch you." She threatened.

"I stayed for exactly an hour and half. I gave her a kiss goodbye, and then I went home and worked on a sculpture. My phones been on silent, I must have lost track of time."

"Oh." Sam said again, the dissapointment clear in her voice this time. "Well that was anti-climactic..."

"I did what you told me to do!"

"Huh... Thats true. Well...Good boy."

Spencer laughed again. He pulled up outside the apartment block that Sam lived in. It was a small run down building, that he was sure she'd chosen purely because of its close proximity to 'Chilli my bowl', but at least the locks all worked, and there was a permanant security guard on duty.

"I was as a matter of fact. I was all mysterious and sexy, and I played it cool. And she's text me 3 times! I haven't replied yet, I didn't want to look too eager."

"I'm impressed! Let me see."

Spencer handed her his cell phone, slightly worried that she'd use her girl skills to read something in them that he couldnt, wand watched nervously as she scrolled through the messages, a look of pure concentration adorning her face.

Spencer watched over her shoulder as she examined the messages. The first '_I had a lovely time today :) Thank's so much for lunch. M x' _earned a non comital nod from Sam. The second '_Do you want to do it again sometime? Let me know when your free. M x'_ earned a smirk. The third message _'I know a lovely little Italian place near to you. Thought we could share some spaghetti bolognaise, 'lady and the tramp' style :P let me know.. M x'_ had stretched Sams smirk into a full blown grin, a look of parental pride in her eyes.

"You are SO in there, my friend." She said, handling his phone back to him. "She likes you."

"I'm very likeable."

"She wants to _bang_ you."

Spencer shook his head, a small smile pulling at the corners of his mouth.

"Do you like her?"

"Errm.. she's cute, and nice. Yeah. I think so."

"Are you in love with her?"

"What? No!"

Sam raised her eyebrows, looking impressed.

"Good! How'd you kiss her?"

Spencer blinked, confused.

"With my mouth..?"

Sam narrowed her eyes at him, showing no signs of ending the conversation, or getting out of the car.

"Glad to hear it. Show me how you leaned."

"You don't need to see how I leaned." Spencer disputed.

"The lean is important!"

"How is the lean-"

"Just show me."

Spencer sighed, and relented. He leant his head and then straightened his neck, and looked at Sam questioningly.

"You look like a chicken.." Sam giggled, adjusting her position so that she was facing him. "_Show_ me."

Spencer shook his head, and looked down at his lap. "I don't think thats really.. appropriate, I-"

"I think I can resist you Spencer." Sam snorted. She laughed for slightly too long, and he glared at her oddly offended.

He shifted in his seat, and twisting so that he was facing her. Reluctantly he leaned forward a little, and lifted his hand.

"So, I started by saying, 'oh theres a little something in your hair..'"

He hovered his hand over Sams head, before carefully threading his fingers through her damp hair, pretending to pull a piece of fluff from it. He let his hand linger, and twisted a curl absently.

"Then I touched her face..." He anotated, letting his fingers gently brush against her cheek.

He felt her soft skin, slightly cold from the rain, warm to a barely noticable blush.

"Then I gave her 'the eyes'..."

Sam snorted again, and the forced her lips into an unlaughing line. She looked up at him obiediantly, her eyes still glittering with humour. Spencer glanced away, feigning shyness, before meeting her eyes again, his brow slightly furrowed in an expression that he knew made him look a little tentative and vulnerable. He began to lean, slowly, his gaze still fixed on her eyes.

Even in the dark, with no source of light besides a street lamp a few metres from where he had parked, he could see the deep blue colour of her eyes, bright and piercing, as if a source of light themselves. The humour they had held moments before dissapated, and was replaced with something he couldn't quite read. He noticed her eyes were darker around the pupils, lightening to shades of turqiouse, and almost sea green. He had instinctively continued to lean toward her, not catching himself until he was inches from her face. She hadn't stopped him, her blue eyes wide, and focused intently on his. She was leaning too, making the distance between them miniscule.

The smell of her suddenly overwhelmed him, the familar musky floral scent of the perfume she wore, diluted by the rain water, mingled with the faint ghost of the menthol cigarettes she swore blind she had quit.

His eyes darted to her lips, slighly parted, and stained with the remnants of peach coloured lipstick, so close to his own. Just a few centimetres now, just one tiny movement away. All of sudden, he realised how easy it would be to kiss her, and and was shocked to find that part of him wanted to. His heart was racing, his stomach was in knots, and other areas were definately more awake than he would like to admit. His eyes started to flutter closed, and a glint caught his eye. His attention was drawn to Sams handbag, and the battered girly cow keychain that was attached to the strap. The keychain he had given her for her tenth birthday. What the hell was he doing?

He straightened up abruptly, away from her lips, and blurted "And then I kissed her." His voice slightly wooden, and strained.

"I errm.. I dont think you need my help in that department." Sam said awkwardly, refusing to meet his eyes.

There was a long moment of still silence. Spencers heart was still thumping in his chest, and his head felt light. He was relieved when Sam swung open the passendger door, and a sobering draft filled the car.

"Well thank you for the ride." she said quietly, stepping out. "I'll see you later Spence, I'm glad the date went well."

"Goodnight Sam." he managed.

The car door slammed, and he watched her walk the steps up to the apartment block, and dissapear inside. He watched the empty doorway another few minutes, in a daze, shame announcing itself, before driving home on auto-pilot. He didn't remember walking through the apartment, or falling into bed. He didn't turn on a single light, or even get changed out out of his paint spattered clothes, damp from the rain. He eventually fell into an uneasy sleep, haunting by conflicting thoughts of Sam's lips, and the smell of her perfume, and memories of her tenth birthday.


End file.
